|
Transaction. In addition, we reserve the right to refuse to accept Transactions
<br />presented by you for processing, to the extent that we reasonably believe that the
<br />processing of such Transactions may result in an increased risk to us, or if we
<br />reasonably believe that such Transactions may be subject to an increased likelihood
<br />of Chargeback or Cardholder dispute.
<br />8. CHIP CARD REQUIREMENTS
<br />8.1 You agree to implement a Processing Infrastructure that is compatible with our Card
<br />processing infrastructure, in accordance with the Card Organization Rules, and agree
<br />to be fully responsible for the cost of the implementation of the Processing
<br />Infrastructure.
<br />8.2 You agree to permit us, a Card Organization, or our respective agents, to verify the
<br />compliance of your Processing Infrastructure with the Card Organization Rules and
<br />you agree to be fully responsible for all the costs of verification of your compliance.
<br />8.3 Unless you (i) have implemented the Processing Infrastructure; and (ii) process a
<br />Chip Card Transaction in accordance with applicable Card Organization Rules, you
<br />will be solely liable for any Chargeback relating to a Transaction involving a Card
<br />with either or both a chip and a magnetic stripe.
<br />9. SETTLEMENT
<br />9.1 As part of the Services, we will process transaction data received from you and
<br />facilitate the transfer of funds for your Card sales to your Settlement Account.
<br />9.2 We may debit your Settlement Account for any amounts owed to us, including any
<br />amounts paid to you in error. We may also offset any amounts owed to us or our
<br />Affiliates from any other accounts maintained in your name or, any of your
<br />principals, guarantors or authorized signors.
<br />9.3 You are responsible for providing us with accurate information regarding your
<br />Settlement Account. If you change the Settlement Account in which you receive the
<br />proceeds of your transactions, you must notify us immediately. We shall not be liable
<br />for delays in receipt of funds or errors in debit and credit entries caused by you or
<br />any other Person, including any delays or errors resulting from errors in Settlement
<br />Account information you provide.
<br />9.4 If a Default occurs you agree we may without notice change processing or payment
<br />terms and/or suspend credits or other payments of any amounts due or which
<br />become due to you.
<br />9.5 Your right to receive any amounts due or to become due from us is expressly subject
<br />and subordinate to Chargeback, setoff, lien, security interest and our rights to
<br />withhold settlement funds under this Agreement without regard to whether such
<br />Chargeback, setoff, lien, security interest and the withholding of settlement fund
<br />rights are being applied to claims that are liquidated, unliquidated, fixed, contingent,
<br />matured or unmatured.
<br />I0. FEES; ADJUSTMENTS;
<br />COLLECTION OF AMOUNTS DUE
<br />10.1 You will be charged, and agree to pay us, all fees set out on the Fee Schedule, which
<br />may be amended from time to time in accordance with the terms of this Agreement
<br />and any other fees or charges otherwise provided in this Agreement.
<br />10.2 The fees specified on your Fee Schedule are based on the assumption that your
<br />transactions will qualify at the Anticipated Interchange and Program Pricing Levels
<br />associated with your account. If a transaction fails to qualify at the Anticipated
<br />Interchange Program Pricing Levels, you will be charged a Non -Qualified Fee, plus
<br />a Non -Qualified Surcharge Fee for each such non -qualifying transaction.
<br />10.3 If you accept a Card or transaction other than the type anticipated for your account,
<br />we will charge you our then -current transaction fee(s) for the Card and transaction
<br />and you will be responsible for the transaction to the same extent as you would be
<br />if it was of a Card type elected and approved.
<br />10.4 The fees specified on your Fee Schedule are based on (a) estimated annual volume
<br />and average transaction size for all Services provided under this Agreement; and (b)
<br />your method of doing business. If the actual volume or average transaction size are
<br />not as expected or if you significantly alter your method of doing business, we may
<br />adjust our fees without prior notice to you. It is your responsibility to notify us of
<br />any such changes to your business.
<br />10.5 We may adjust our fees to reflect new or increased fees, taxes or assessments
<br />imposed by any Card Organization or other Persons related to the Services. It is your
<br />responsibility to pay all such adjusted fees effective from the date specified in our
<br />notice to you. Notwithstanding the terms of this Agreement, we are not required to
<br />provide to you the advance notice, if any, required for an amendment of this
<br />Agreement for an increase in any fees, expenses and charges in the event that any
<br />Card Organization increases its fees and the effective date for implementation of the
<br />increase in the fees, expenses and charges is less than such required advance notice.
<br />In such cases, we shall make reasonable efforts to provide reasonable notification to
<br />you of such increase. However, failure to provide advance notice of such increase in
<br />fees, expenses and charges shall not affect your obligation to pay such increased
<br />amounts.
<br />10.6 An equipment rental fee will be charged each month for each piece of equipment
<br />rented from us, plus tax as applicable. You will also be charged for shipping and
<br />supplies.
<br />10.7 An Authorization fee will be charged for each Authorization requested, whether the
<br />response is approved or declined. If you are being charged a combined fee for both
<br />Authorization and Capture we may charge this fee on the communication of all
<br />instructions that you transmit to us from your point of sale device or other systems
<br />to our computer systems, whether the communications are for Authorization
<br />requests any other capture of information whether or not related to any individual
<br />transaction.
<br />10.8 A fee will be charged for each Address Verification Service (AVS) request submitted,
<br />whether or not we are able to provide a response to the request.
<br />10.9 You will be charged a monthly PCI Non -Compliance fee unless, within 60 days from
<br />the date this Agreement is submitted with your signature and on an annual basis
<br />after that:
<br />a) you obtain any quarterly or other periodic PCI -approved vulnerability scans that
<br />the Card Organization Rules require you to obtain (for example, if your
<br />transactions involve the internet in any way);
<br />b) you remediate vulnerabilities identified by your scans in ways that enable you
<br />to comply with the Card Organization Rules and applicable standards (including
<br />the PCI DSS); and
<br />c) you confirm that you are following certain data security protocols by providing
<br />us with your certificate of PCI DSS compliance.
<br />If you materially change the systems you use to accept payments and you wish to
<br />avoid paying the monthly PCI Non -Compliance fee, you will need to promptly
<br />complete a new Security Assessment Questionnaire ("SAQ") or (using PCI -approved
<br />methods) promptly provide us with other written evidence of your PCI DSS
<br />compliance.
<br />10.10 If you believe any adjustments should be made to your Settlement Account, you
<br />must notify us in writing within 45 days after any debit or credit is or should have
<br />been effected. You must notify us in writing within 15 days after the issuance of the
<br />relevant Settlement Account statement, or within 45 days after the posting of the
<br />disputed debit or credit entry, whichever comes first. We shall have no obligation to
<br />investigate the matter or effect any requested adjustment if you fail to provide such
<br />timely notice. Any voluntary efforts by us to assist you in investigating such matters
<br />do not obligate us to continue such investigation or to conduct any future
<br />investigation.
<br />10.11 If you fail to pay any amounts due within 30 days of the due date set out in our
<br />merchant statement or other communication with you, then we may, in our sole
<br />discretion, charge you interest, for such time that the amount and all accrued interest
<br />remain outstanding at the lesser of 12% APR or the maximum rate permitted by
<br />applicable law.
<br />10.12 You further agree to pay any and all fines, fees, penalties and assessments assessed by
<br />us or a Card Organization on account of your failure to comply with: (a) our
<br />payment acceptance rules, regulations or procedures, or (b) the Card Organization
<br />Rules.
<br />I I. ELECTRONIC FUNDING AUTHORIZATION
<br />11.1 All payments to you shall be made through the automated clearing house system
<br />(ACH) and shall normally be electronically transmitted directly to the Settlement
<br />Account you have designated or any successor account designated to receive
<br />provisional funding of your transactions pursuant to this Agreement. You agree that
<br />any Settlement Account designated by you will be a business account. We cannot
<br />guarantee the timeframe in which payment may be credited by your financial
<br />institution and we will have no liability for failure to timely process.
<br />11.2 You agree to be bound by the operating rules of the ACH and you authorize us to (a)
<br />access information from the Settlement Account; (b) initiate credit and/or debit entries
<br />by wire or ACH transfer; (c) instruct your financial institution to (i) block or to
<br />initiate, if necessary, reversing entries and adjustments for any original entries made to
<br />the Settlement Account; and (ii) provide such access and to credit and/or debit or to
<br />block the Settlement Account.
<br />11.3 If we cannot process an ACH payment, we may (a) charge you the applicable fee set
<br />out in the Fee Schedule; and (b) suspend all subsequent funding until a new
<br />electronic funding agreement is signed by you or you notify us that ACH payments
<br />can be processed.
<br />I2. CHARGEBACKS, FINES AND PENALTIES,
<br />RETURNS AND EXCHANGES
<br />12.1 Cardholders and Issuers are authorized by Card Organization Rules and by
<br />Applicable law to reverse and Chargeback transactions that you submit to us.
<br />Further details are set out in the Your Payments Acceptance Guide and in the Card
<br />Organization Rules.
<br />12.2 You shall use all reasonable methods to resolve any disputes with the Cardholder.
<br />Should a Chargeback dispute occur, you shall promptly comply with all requests for
<br />information from us. We shall not attempt to recharge a Cardholder for an item that
<br />has been charged back to the Cardholder, even with the Cardholder's consent. You
<br />shall have full liability for the amount of any and all full or partial successful
<br />Chargebacks and may have conditional liability for such Chargebacks prior to their
<br />final adjudication pursuant to the Card Organization Rules.
<br />TD2008(ia)
<br />5
<br />August 2017 Manual T&C - CAP # 40233
<br />
|